EXHIBIT 4.5
DESIGNATION OF WARRANT AGENT
CLASS B REDEEMABLE COMMON STOCK PURCHASE WARRANTS
This Designation of Warrant Agent (the "Designation") is dated as of
November 1, 1996, between ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon") and Industrial Holdings, Inc., a Texas corporation (the
"Company").
WHEREAS, as of January 15, 1992, the Company entered into a Warrant
Agreement in the form of EXHIBIT A hereto ("the Warrant Agreement") with
Registrar and Transfer Company, in connection with its Class B Redeemable Common
Stock Purchase Warrants ("Class B Warrants"); and
WHEREAS, the warrant agent under such agreement has resigned; and
WHEREAS, the Company now desires to appoint ChaseMellon the warrant agent
for its Class B Warrants, and to amend the Warrant Agreement in certain
respects;
NOW, THEREFORE, the parties hereto agree as follows:
1. DESIGNATION OF SUCCESSOR WARRANT AGENT. The Company hereby designates
ChaseMellon as the Warrant Agent for the Class B Warrants, pursuant to the
provisions of Section 5.02 of the attached form of Warrant Agreement, and
ChaseMellon hereby accepts such appointment and agrees to be bound by all of the
provisions of the Warrant Agreement, as amended by Section 2 hereof, the
signature of its duly authorized officer hereon being evidence of its agreement
to such provisions.
2. AMENDMENTS TO THE WARRANT AGREEMENT. The Warrant Agreement is hereby
amended as follows:
a. WARRANT RIGHTS AND TERM. Section 2.02 is hereby amended to read
in its entirety as follows (bracketed wording has been deleted and added wording
has been underlined):
"Section 2.02. WARRANT RIGHTS AND TERM. Each Warrant shall entitle the
person in whose name the Warrant Certificate shall then be registered on the
books maintained by the Warrant Agent ("Warrant Holder"), upon exercise thereof
and subject to the provisions thereof and of this Agreement, including
provisions relating to adjustments, to purchase from the Company one fully paid
and non-assessable share of Common Stock at the then Exercise Price, at any time
on and after the date hereof until the expiration of the Warrant at 5:00 p.m.,
New York City time, on January 14, [1997] 1999, or such later date as may be
established pursuant to Section 2.05 ("Expiration Date").
b. RESPONSIBILITY AND INDEMNITY. Section 5.04 (e) is hereby amended
to read in its entirety as follows (added wording has been underlined):
"(e) The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgements, costs, and
reasonable attorney fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement, except as a result of the Warrant Agent's
negligence or willful misconduct. IN NO CASE WILL CHASEMELLON BE LIABLE FOR
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND
WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF CHASEMELLON HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE."
c. NOTICES. Section 6.07 is hereby amended to read in its entirety
as follows (bracketed wording has been deleted and added wording has been
underlined):
"Section 6.07. NOTICES. Any communication, notice or demand to be given
hereunder shall be duly given if in writing and delivered, or sent by first
class mail, certified or registered postage prepaid and addressed as follows:
(a) If to the Company:
XXXXXX X. XXXX, PRESIDENT
INDUSTRIAL HOLDINGS, INC.
[1100 XXXXX, SUITE 2050]
7135 ARDMORE
XXXXXXX, XXXXX 00000
(b) If to the Warrant Agent:
[REGISTRAR AND TRANSFER COMPANY
00 XXXXXXXX XXXXX
XXXXXXXX, XXX XXXXXX 00000
ATTENTION: XXXXXXX XXXXXX, XX.]
CHASEMELLON SHAREHOLDER SERVICES
0000 XXXXX XXXXXX
XXXXX 0000
XXXXXX, XXXXX 00000
ATTN: XX. XXXXX XXXX
(c) If to a Warrant Holder:
At such person's last known address as such shall appear on
the registration books maintained by the Warrant Agent."
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Any party may change the address to which any communication, notice, or
demand shall be given by giving notice of such change in conformity with the
provisions of this Section."
This Designation has been duly executed by the parties hereto effective as
of November 1, 1996.
INDUSTRIAL HOLDINGS, INC.
By: /s/ XXXXXXXXX X. XXXXX
Xxxxxxxxx X. Xxxxx, Vice-President
CHASEMELLON SHAREHOLDER SERVICES
By: /s/ XXXXX X. XXXX
Xxxxx X. Xxxx, Relationship Manager
(Name), (Title)
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